Exchange Assets Sample Clauses

Exchange Assets. For purposes of this Agreement, as a result of an Exchange, PIM shall be entitled to a Basis Adjustment for each Exchange Asset with respect to the Corporation, the amount of which Basis Adjustment will be the excess, if any, of (i) the sum of (x) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Member pursuant to the Exchange as payment for the exchanged Units, to the extent attributable to such Exchange Assets, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus (z) the amount of debt and other liabilities allocated to the Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Corporation’s share of PIM’s basis for such Exchange Assets immediately after the Exchange, attributable to the Units exchanged, determined as if (x) PIM were to remain in existence as an entity for Tax purposes and (y) PIM had not made the election provided by Section 754 of the Code.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Exchange Assets. For purposes of this Agreement, as a result of an Exchange, the Operating Subsidiaries (and any direct and indirect subsidiary of the Operating Subsidiaries that is treated as a partnership for U.S. federal income tax purposes) shall be entitled to a Basis Adjustment for each Exchange Asset with respect to the Corporation, the amount of which Basis Adjustment will be the excess, if any, of: (i) the sum of (A) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Principal pursuant to the Exchange as payment for the Exchanged Operating Subsidiaries Group Units, to the extent attributable to such Exchange Assets, plus (B) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus (C) the amount of debt and other liabilities allocated to the Operating Subsidiaries Group Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Corporation’s share of the Operating Subsidiaries’ (or such subsidiary partnership’s) basis for such Exchange Assets immediately after the Exchange, attributable to the Operating Subsidiaries Group Units exchanged, determined as if (A) the Operating Subsidiaries (or such subsidiary partnership) were to remain in existence as an entity for Tax purposes, and (B) the Operating Subsidiaries (or such subsidiary partnership) had not made the election provided by Section 754 of the Code.
Sample 1Sample 2See All (4)
Exchange Assets. For purposes of this Agreement, as a result of an Exchange, Holdings (and each direct and indirect subsidiary of Holdings that is treated as a partnership for U.S. federal income tax purposes) shall be entitled to a Basis Adjustment for each Exchange Asset with respect to the Corporation.
Sample 1Sample 2
Exchange Assets. The Listed Asset may be traded on the Exchange for at least two kinds of digital assets, Bitcoin (BTC) and Tether (USDT). 3. Payment Obligations. 3.1 No fees or payments shall be made to HBL or the Exchange in consideration for the Listing Services. 4. COMPANY OBLIGATIONS 4.1 Notices to HashKey. For all notices and communications required to be provided by Company under this Agreement, Company will notify HBL through the normal communications channels used by Company and will also send a copy of such communication by email to xxx@xxx.xxxxxxx.xxx. 4.2
Sample 1
Exchange Assets. For purposes of this Agreement, as a result of the Exchanges, AGI is entitled to a Basis Adjustment for each Exchange Asset, the amount of which Basis Adjustment is the excess, if any, of (i) the sum of (x) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Principal pursuant to the Exchange as payment for the exchanged Units, to the extent attributable to such Exchange Assets, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus (z) the amount of debt and other liabilities allocated to the Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) AGI’s share of AGH’s (or such subsidiary partnership’s) basis for such Exchange Assets immediately after the Exchange, attributable to the Units exchanged, determined as if (x) AGH (or such subsidiary partnership) were to remain in existence as an entity for Tax purposes and (y) AGH (or such subsidiary partnership) had not made the election provided by Section 754 of the Code.
Sample 1
Exchange Assets. Asset Asset No. Type Asset Name --------- ---- ---------- 3211 R Greystone Housing 3382 R Swln, Inc. 3385 R Pavlxxxx/XxXaxx Xxx Co 3592 R Marsx Xxxx Xxxf Storage, Inc. 3674 R Swln, Inc. 3701 R Dunnxxx Xxxtnership 4189 R Ventura Properties, Inc. 4439 X Xxxxxxx Xxxx Xxxxx-Xxxxxxx 4553 L Blumx Xxxtlake Ltd Partnership 540101 R Bel Tiara Ventures II
Sample 1
Exchange Assets. For purposes of this Agreement, TIP LLC shall be entitled to a Basis Adjustment for the Exchange Assets with respect to the Corporation, the amount of which Basis Adjustment will be the excess, if any, of (i) the sum of (x) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Member pursuant to the Exchange as payment for the exchanged Units, to the extent attributable to such Exchange Assets, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus (z) the amount of debt and other liabilities allocated to the Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Corporation’s share of TIP LLC’s basis for such Exchange Assets immediately after the Exchange, attributable to the Units exchanged, determined as if (x) TIP LLC were to remain in existence as an entity for Tax purposes and (y) TIP LLC had not made the election provided by Section 754 of the Code. For the avoidance of doubt, unless otherwise specifically noted, the tax principles set forth in the Code and applicable Treasury Regulations are to be applied in making the determinations necessary in this Section 2.01.
Sample 1
AutoNDA by SimpleDocs

Related to Exchange Assets

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Exchange Event The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation).

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • Indebtedness; Certain Equity Securities (a) Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

Time is Money Join Law Insider Premium to draft better contracts faster.